REPRESENTATIONS AND WARRANTIES OF SHLX AND OPERATING. SHLX and Operating hereby jointly and severally represent and warrant to SPLC as follows:
REPRESENTATIONS AND WARRANTIES OF SHLX AND OPERATING. SHLX and Operating hereby jointly and severally represent and warrant to SOPUS as follows:
REPRESENTATIONS AND WARRANTIES OF SHLX AND OPERATING. 16 Section 4.1 Organization and Existence 16 Section 4.2 Authority and Approval 16 Section 4.3 No Conflict; Consents 17 Section 4.4 Brokerage Arrangements 17 Section 4.5 Litigation 17 Section 4.6 Investment Intent 17 ARTICLE V ADDITIONAL AGREEMENTS, COVENANTS, RIGHTS AND OBLIGATIONS 18 Section 5.1 Operation of Zydeco and Colonial 18 Section 5.2 Cooperation; Further Assurances 20 ARTICLE VI TAX MATTERS 20 Section 6.1 Liability for Income Taxes 20 Section 6.2 Zydeco Tax Returns 21 Section 6.3 Transfer Taxes 22 Section 6.4 Allocation of Consideration 22 Section 6.5 Conflict 22 ARTICLE VII CONDITIONS TO CLOSING 22 Section 7.1 Conditions to the Obligation of SHLX 22 Section 7.2 Conditions to the Obligations of SPLC 23 ARTICLE VIII INDEMNIFICATION 24 Section 8.1 Indemnification of SHLX 24 Section 8.2 Indemnification of SPLC 24 Section 8.3 Survival 24 Section 8.4 Indemnification Procedures 25 Section 8.5 Direct Claim 26 Section 8.6 Limitations on Indemnification 26 Section 8.7 Sole Remedy 27 ARTICLE IX MISCELLANEOUS 27 Section 9.1 Acknowledgements 27 Section 9.2 Cooperation; Further Assurances 27 Section 9.3 Expenses 27 Section 9.4 Notices 28 Section 9.5 Arbitration 28 Section 9.6 Governing Law 29 Section 9.7 Public Statements 29 Section 9.8 Entire Agreement; Amendments and Waivers 29 Section 9.9 Conflicting Provisions 30 Section 9.10 Binding Effect and Assignment 30 Section 9.11 Severability 30 Section 9.12 Interpretation 30 Section 9.13 Headings and Disclosure Letter 31 Section 9.14 Multiple Counterparts 31 Section 9.15 Action by SHLX 31 PURCHASE AND SALE AGREEMENT This Purchase and Sale Agreement (this “Agreement”) is made as of May 12, 2015 and effective as of April 1, 2015, by and among Shell Pipeline Company LP, a Delaware limited partnership (“SPLC”), Shell Midstream Partners, L.P., a Delaware limited partnership (“SHLX”) and Shell Midstream Operating LLC, a Delaware limited liability company that is wholly owned by SHLX (“Operating”).
